ContractClearone Inc • December 9th, 2019 • Telephone & telegraph apparatus
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
GUARANTY AND COLLATERAL AGREEMENT dated as of December [___], 2019 by and amongGuaranty and Collateral Agreement • December 9th, 2019 • Clearone Inc • Telephone & telegraph apparatus • New York
THIS GUARANTY AND COLLATERAL AGREEMENT, dated as of December [___ __], 2019 (this “Agreement”), is entered into by and among CLEARONE, INC., a Delaware corporation (the “Borrower”), Netstreams Inc., a Delaware corporation, Netstreams LLC, a Texas limited liability company (each, a “Guarantor” and, together with any other Person that becomes a guarantor under the Note Purchase Agreement (as hereafter defined), the “Guarantors”; and together with Borrower, each individually a “Grantor” and collectively, the “Grantors”), in favor of Edward D. Bagley, an individual, as purchaser party to the Note Purchase Agreement (the “Purchaser”).
NOTE PURCHASE AGREEMENT by and among CLEARONE, inc., as Borrower, various Guarantors from time to time party hereto, and Edward D. Bagley, as Purchaser Dated as of December 8, 2019Note Purchase Agreement • December 9th, 2019 • Clearone Inc • Telephone & telegraph apparatus • New York
THIS NOTE PURCHASE AGREEMENT, dated as of December 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among CLEARONE, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, and EDWARD D. BAGLEY (the “Purchaser”).
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Clearone Inc • December 9th, 2019 • Telephone & telegraph apparatus • Delaware
CLEARONE, INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, Edward D. Bagley or his assigns (the “Holder”), is entitled to purchase from the Company up to a total of 340,909 (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.76 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Issuance Date”) and through and including [__________ __], 2026 (as subject to extension as set forth herein, the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is being issued pursuant to that certain Note Purchase Agreement, dated as of December 8, 2019 (the “Note Purchase Agreement”), by and
